Statement of Ownership (sc 13g)
September 23 2020 - 6:04AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
ADT Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
00090Q 10 3
(CUSIP
Number)
September 17, 2020
(Date of Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐
Rule 13d-1(d)
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
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The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 00090Q 10 3
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SCHEDULE 13G
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Page 2 of 8
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1
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NAMES OF REPORTING PERSONS
Google LLC
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
a) ☐ b) ☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5
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SOLE VOTING POWER
54,744,525(1)
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6
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SHARED VOTING POWER
See response to row 5.
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7
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SOLE DISPOSITIVE POWER
54,744,525(2)
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8
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SHARED DISPOSITIVE POWER
See response to row
7.
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,744,525(3)
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10
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
6.6%(4)
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12
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TYPE OF REPORTING
PERSON
OO
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(1)
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Consists of 54,744,525 shares of Class B common stock, par value $0.01 per share, of the Issuer (as defined
below) (“Class B Common Stock”) held directly by Google LLC, which are convertible into shares of common stock, par value $0.01 per share, of the Issuer (“Common Stock”) on a one-for-one basis subject to certain conditions and
adjustments. XXVI Holdings Inc. (the managing member of Google LLC) and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole power to vote these shares.
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(2)
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Consists of 54,744,525 shares of Class B Common Stock held directly by Google LLC, which are convertible into
shares of Common Stock on a one-for-one basis subject to certain conditions and adjustments. XXVI Holdings Inc. (the managing member of Google LLC) and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole
power to dispose of these shares.
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(3)
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The Reporting Persons (as defined below) disclaim beneficial ownership in the shares of Common Stock reported
herein except to the extent of their pecuniary interest therein.
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(4)
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The percentages used herein are calculated based upon the 770,433,609 shares of Common Stock issued and
outstanding as of July 29, 2020 (including unvested shares of Common Stock), as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020 filed with the Securities and Exchange Commission on
August 5, 2020, plus the shares of Common Stock issuable upon the conversion of the Class B Common Stock beneficially owned by the Reporting Persons.
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CUSIP No. 00090Q 10 3
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SCHEDULE 13G
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Page 3 of 8
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1
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NAMES OF REPORTING PERSONS
XXVI Holdings Inc.
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
a) ☐ b) ☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5
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SOLE VOTING POWER
54,744,525(1)
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6
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SHARED VOTING POWER
See response to row 5.
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7
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SOLE DISPOSITIVE POWER
54,744,525(2)
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8
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SHARED DISPOSITIVE POWER
See response to row
7.
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,744,525(3)
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10
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
6.6%(4)
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12
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TYPE OF REPORTING
PERSON
CO
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(1)
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Consists of 54,744,525 shares of Class B Common Stock held directly by Google LLC, which are convertible into
shares of Common Stock on a one-for-one basis subject to certain conditions and adjustments. XXVI Holdings Inc. (the managing member of Google LLC) and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole
power to vote these shares.
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(2)
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Consists of 54,744,525 shares of Class B Common Stock held directly by Google LLC, which are convertible into
shares of Common Stock on a one-for-one basis subject to certain conditions and adjustments. XXVI Holdings Inc. (the managing member of Google LLC) and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole
power to dispose of these shares.
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(3)
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The Reporting Persons disclaim beneficial ownership in the shares of Common Stock reported herein except to the
extent of their pecuniary interest therein.
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(4)
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The percentages used herein are calculated based upon the 770,433,609 shares of Common Stock issued and
outstanding as of July 29, 2020 (including unvested shares of Common Stock), as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020 filed with the Securities and Exchange Commission on
August 5, 2020, plus the shares of Common Stock issuable upon the conversion of the Class B Common Stock beneficially owned by the Reporting Persons.
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CUSIP No. 00090Q 10 3
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SCHEDULE 13G
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Page 4 of 8
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1
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NAMES OF REPORTING PERSONS
Alphabet Inc.
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
a) ☐ b) ☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5
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SOLE VOTING POWER
54,744,525(1)
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6
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SHARED VOTING POWER
See response to row 5.
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7
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SOLE DISPOSITIVE POWER
54,744,525(2)
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8
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SHARED DISPOSITIVE POWER
See response to row
7.
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,744,525(3)
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10
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
6.6%(4)
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12
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TYPE OF REPORTING
PERSON
CO, HC
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(1)
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Consists of 54,744,525 shares of Class B Common Stock held directly by Google LLC, which are convertible into
shares of Common Stock on a one-for-one basis subject to certain conditions and adjustments. XXVI Holdings Inc. (the managing member of Google LLC) and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole
power to vote these shares.
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(2)
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Consists of 54,744,525 shares of Class B Common Stock held directly by Google LLC, which are convertible into
shares of Common Stock on a one-for-one basis subject to certain conditions and adjustments. XXVI Holdings Inc. (the managing member of Google LLC) and Alphabet Inc. (the controlling stockholder of XXVI Holdings Inc.) may each be deemed to have sole
power to dispose of these shares.
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(3)
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The Reporting Persons disclaim beneficial ownership in the shares of Common Stock reported herein except to the
extent of their pecuniary interest therein.
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(4)
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The percentages used herein are calculated based upon the 770,433,609 shares of Common Stock issued and
outstanding as of July 29, 2020 (including unvested shares of Common Stock), as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020 filed with the Securities and Exchange Commission on August 5,
2020, plus the shares of Common Stock issuable upon the conversion of the Class B Common Stock beneficially owned by the Reporting Persons.
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CUSIP No. 00090Q 10 3
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SCHEDULE 13G
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Page
5
of 8
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Item 1.
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(a) Name of Issuer:
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ADT Inc. (the “Issuer”)
(b) Address of Issuer’s Principal Executive Offices:
1501 Yamato Road
Boca Raton,
Florida 33431
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Item 2.
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(a) Name of Person Filing:
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This Schedule 13G is being filed by each of the following persons (each a “Reporting Person,” and together, the “Reporting
Persons”):
Google LLC
XXVI Holdings Inc.
Alphabet Inc.
Each of Google LLC, XXVI Holdings Inc. (the managing member of Google LLC), and Alphabet Inc. (the controlling stockholder of XXVI
Holdings Inc.) may be deemed to have sole power to vote or sole power to dispose of the securities owned directly by Google LLC. The Reporting Persons disclaim beneficial ownership in the shares of Common Stock reported herein except to the extent
of their pecuniary interest therein.
(b) Address or Principal Business Office, or, if None, Residence:
The address of the principal business office for each of the Reporting Persons is:
1600 Amphitheatre Parkway
Mountain View, CA 94043
(c)
Citizenship:
Google LLC is a Delaware limited liability company, XXVI Holdings Inc. is a Delaware corporation, and Alphabet Inc. is a
Delaware corporation.
(d) Title of Class of Securities:
Common Stock, $0.01 par value
(e) CUSIP Number:
00090Q
10 3
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the persons filing are:
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Not applicable.
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(a)
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Amount beneficially owned: See the responses to row 9 on the attached cover pages for each Reporting Person.
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(b)
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Percent of class: See the responses to row 11 on the attached cover pages for each Reporting Person.
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CUSIP No. 00090Q 10 3
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SCHEDULE 13G
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Page
6
of 8
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote: See the responses to row 5 on the attached cover pages for each
Reporting Person.
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(ii)
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Shared power to vote or to direct the vote: See the responses to row 6 on the attached cover pages for each
Reporting Person.
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(iii)
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Sole power to dispose or to direct the disposition of: See the responses to row 7 on the attached cover pages
for each Reporting Person.
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(iv)
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Shared power to dispose or to direct the disposition of: See the responses to row 8 on the attached cover pages
for each Reporting Person.
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Item 5
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Ownership of Five Percent or Less of a Class:
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Not Applicable
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Item 6
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Ownership of More than Five Percent on Behalf of Another Person:
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Not Applicable
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Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company:
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Not Applicable
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Item 8
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Identification and Classification of Members of the Group:
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Not Applicable
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Item 9
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Notice of Dissolution of Group:
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Not Applicable
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP No. 00090Q 10 3
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SCHEDULE 13G
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Page
7
of 8
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: September 23, 2020
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GOOGLE LLC
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By:
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/s/ Kenneth H. Yi
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Name:
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Kenneth H. Yi
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Title:
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Assistant Secretary
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XXVI HOLDINGS INC.
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By:
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/s/ Kathryn W. Hall
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Name:
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Kathryn W. Hall
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Title:
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Assistant Secretary
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ALPHABET INC.
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By:
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/s/ Kathryn W. Hall
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Name:
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Kathryn W. Hall
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Title:
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Assistant Secretary
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CUSIP No. 00090Q 10 3
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SCHEDULE 13G
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Page
8
of 8
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EXHIBIT INDEX
The following exhibits are filed herewith as part of this Schedule 13G:
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Exhibit
Number
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Exhibit
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99.1
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Joint Filing Agreement
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